How DP Phedon Papamichael Created the Cinematic Language of Humor in Alexander Payne's ‘Downsizing’

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The Academy Award-nominated cinematographer reveals how he shot small on a large scale.

Hailing from Greece, Phedon Papamichael first moved to the United States as a photojournalist hungry for work. He learned filmmaking by shooting for Roger Corman and watching classics at The Vista in East Hollywood. Today, he’s one of the most prolific cinematographers in American cinema, including lensing the last four features by Alexander Payne.

Papamichael met Payne when he auditioned him to DP his thesis film at UCLA, around 1986. “He didn’t hire me!” said Papamichael to No Film School. “Then almost 20 years after, out of the blue, he called me for Sideways,” Papamichael remembered, “and said, ‘Do you want to shoot my film?’ I said, ‘Sure. Even back on Sideways, he brought up two movies that he wanted to do. One was this small black-and-white movie, Nebraska. The other was Downsizing.”

Because of the complex scope and special effects, Downsizing cost over three times the budget of any previous Alexander Payne film, and so it took a long time to get off the ground. The wait was worth it. The result is a signature Alexander Payne film that combines realism with absurdity on a larger (and simultaneously smaller) scale than we’ve ever seen before. Papamichael sat down with No Film School to talk about sharing a director's sensibilities, dealing with the machinery of special effects, and how composition can create absurdity.

No Film School: Each of Alexander Payne's films establish humor through cinematography. That’s very present in Downsizing—the story and the dialogue aid it, but it’s the way the shots are put together that points out this fantastic absurdity. Can you describe how cinematography creates that humor?

Phedon Papamichael: Well, a lot has a lot to do with the way you compose things, what size you put things into the frame. One obvious example I can think of is in Nebraska when all the brothers are sitting together, and you cut to them in front of the TV. There's like 13 of them. It takes a while before the dialogue even starts, but when it cuts to that frame, everyone in the audience bursts out laughing. It's just a funny composition. In Downsizing, I can think of a lot of moments when you show people the absurdity of certain situations, but you don't really push it too hard and don't necessarily push in or do a camera move. Just minding the composition can show the absurdity of things. Sometimes it’s just the way of actually presenting something, when you can also pick it up as an audience member. You can discover it, and it's more subtle.

In Downsizing, the camera cuts to the wide shot after they've all been downsized and you have all these tiny, little people. You know, they're not all centered. I don't know if you remember, but some are off-centered and stuff. I said to Alexander, "Why are they not all in the same spot?" "Well, because one guy's butt cheek kind of got stuck to it and pulled in to the left." There's a lot of detail in the way he works and the way he approaches everything. We always take a lot of time to really pay attention to that, whether a lamp should be on or off, etc. Every detail of what makes sense.

"We discovered a lot of these humorous compositions by, let's say, a lack of coverage."

It’s funny when all the staff are bringing out the gurneys from the downsizing chamber. The chamber, by the way, in the designer’s humor, was intentionally designed to look just like the interior of a microwave oven, with all the low-tech switches and all that. There's a lot of thought going into everything, but again, not so much with designing the cinematography of the visuals. We like to discover what's happening and see how the actors are performing. The tonality ends up being discovered the day we shoot it and then we decide the shots accordingly. We discovered a lot of these humorous compositions by, let's say, a lack of coverage. Because we go, "This plays great in this shot." We really don't need to have a cutaway of somebody reacting or somebody laughing because it's much more effective the way it is now. It's funnier that way. It's a very organic process, finding that humor in the photography.

Matt Damon's character prepares for the multi-step procedure, including hijinks like removing hair and being shrunk in a microwave-like machine, in Alexander Payne's 'Downsizing.'Credit: Paramount

NFS: As the DP, how do you know when you're accurately capturing that humor and keeping it at the right level of subtlety?

Papamichael: You have to know the director, what his style is, and what his intentions are. Every collaboration with every director is different. Alexander's movies are not like David Fincher's; it’s not about visuals being beautiful. You have to understand his sensibilities and tastes and what he likes. I think Alexander’s a great filmmaker, and I'm really respectful of that. I'm not fighting him and trying to impose something that I think would look better. I really want to serve his intentions. You have to discover it. I mean, it took me two weeks on Sideways to discover it. It was our first movie together, and you develop a sort of language between the cinematographer and director where they understand each other, watch something, and they go, "Oh yeah, the camera should be over here, and then maybe we just come in here and get a reverse shot, and I think that's all we need." It's all understanding the writing, understanding the characters, and understanding the performances. Often times, those things tell you where the camera needs to be.

I mean, when I did Walk the Line with Joaquin Phoenix, he would do these performances. You could design that movie all you want, but in the end you'd go, "Camera’s got to be right here." He's doing this right now, you've got to put the camera right here, get in his face, get in the handheld, he's on stage kicking lights, etc.. You have to be reactive, and that's why it's nice not to have this big ball-and-chain on me, this huge machinery. That's why I was a little more restricted in a slightly different procedure this time [on Downsizing], just because there's a lot of people doing math and telling us where the camera needs to be in order for the composites to work. We tried to find the balance, but basically, we're able to shoot it the way we normally would a smaller film without special effects.

"It really helps actors to understand how filmmakers are trying to capture their performance."

Also, Matt Damon is great. He's very accommodating and understanding, and he's also interested from the perspective of a filmmaker. He wants to direct himself, and so it's nice to have actors that understand the process. This was also true of George Clooney on TheDescendants; it really helps actors to understand how the filmmakers are trying to capture their performance and become helpful in accommodating that. The best film actors are also very good technically.

Alexander Payne and Phedon Papamichael creating subtle humor on the set of 'Downsizing' after years of collaboration. Credit: Paramount

NFS: Downsizing is the fourth film you've shot for Alexander Payne, but this film is so different in scope, special effects, and budget. How did that change the process?

Papamichael: It was a different process this time. On Nebraska, we just got in a car, drove from Billings, Montana down to Lincoln, and we didn't even scout locations. We usually don't pre-design a movie. Payne just shares his impressions of what he's trying to do. In the case of Nebraska, we were just driving through Omaha and getting a feel for the land and the people. We don't really create a shot list and we don't storyboard. A whole section of Downsizing, I mean all of Leisureland (and once they go beyond the wall to those containers that have been converted into apartments for the less successful) had to be conceived from scratch.

It was obviously very abstract, and Alexander hadn’t done an effects-heavy movie before. Actually, we'd never really done any effects on any film together. I mean, Nebraska is 100% location-based, Sideways is 100% location-based, etc. It's to an extreme when we scout or if Alexander picks a restaurant for a shoot and doesn't want to change its design or artwork. He wants everything to remain authentic. He doesn't want anything designed or manipulated. Downsizing was a really different process for him! It always consisted of asking our Visual Effects Supervisor James E. Price, "Well, what is it going to look like?" "What's going to be over here?" "Oh, I see." It's a very different process.

"There's not too much camera movement. It's really just following and telling the story simply."

We really had to adjust, and I could only tell him, "You know, you don't really have to concern yourself too much with it." We treated it like a normal movie we’ve previously shot together, with a single camera and not really storyboarding or designing too many things and just bringing the actors in. I kept telling him, "We're just going to shoot it like we normally do, so don't worry about it too much. It's just going to be more days and cost more money." In terms of how he works as a director and how I operate a camera, he's right there next to me. He's never really in the video village. He just stands there next to the camera so it became this little intimate triangle of the actors, the cinematographer, and the director. Oh, and there's also a focus puller and a boom guy present. Everyone else after that is just kind of for support. We tried to maintain the intimacy of the way we normally work on a smaller movie as much as possible.

Of course, there are sequences where we're dealing with big people and miniaturized people, smalls, and there's discussion about depth-of-field and lensing. He wants to know about all that. It's not like, "You guys just do your thing."

Matt Damon and Alexander Payne discuss a scene on the set of 'Downsizing.'Credit: Paramount

NFS: The process slows down a lot with that part of the machinery.

Papamichael: It was a different process in editing as well because you wait a long time until the plates, the composites, come in and you can actually tell if something's working and what it looks like. It was a long haul for him. Although he's glad he got the movie made and it's finally off his bucket list, I think he's very eager to get back to a simpler film. He goes, "Why can't we just shoot a little movie where two people are sitting at a table in a restaurant talking it up?"

I think he’d rather eliminate the machinery of the whole thing. I think the whole machinery and the modern crew really gets to him. A lot of directors feel that way. Even on a simpler production, he’ll say, "Why are we only doing two people sitting there and then I walk around the corner and there are like 15 trucks? Why do I need all that?!" Then we have to explain to him, "Well, one is the hair and makeup trailer, one is the wardrobe trailer, one is the electric truck, one is the camera truck..."

"We're really trying to not let the camera get in the way of things too much when it comes to just telling the story."

NFS: It's pretty different.

Papamichael: But we understand each other. To go back to how we first met, I mean, our connection is also cultural. He's Greek-American so we share this sort of love for the humor and drama, and the classic Italian comedies, the De Sicas. We like the same kind of movies. We grew up with European cinema. He very much likes Japanese cinema also, which is about the simplicity of the camera work and the lighting. There's not too much camera movement. It's really just following and telling the story simply. We're really trying not to let the camera get in the way of things too much when it comes to just telling the story.

Alexander’s a director who is very much reality-based. His inspiration comes from things he's familiar with, such as his society in Omaha. He really understands how his characters are based in this very authentic feeling and yet are non-existent. He examines and belittles his hero's struggles where it's to find this identity or meaning in life. It's the same with Downsizing, although here it's using the specific metaphor of this specific story. It's just trying to figure out what the meaning of life is. There's a little love story in there too.

Green screen and stage featuring two downsized actors on the set of Alexander Payne's 'Downsizing.'Credit: Paramount

NFS: And the world ending...

Papamichael: Yes, that too!

NFS: Did you have to take great lengths when shooting around the special effect of having small, downsized people living in a world with regular sized people?

Papamichael: It's really complicated. I mean, it’s hard to even explain. It involves a lot of math, but basically, you have to upscale everything. Let's say you're shooting a [downsized] guy in a cracker box sitting there talking to [full-sized] Matt in the kitchen. You're shooting the elements of the table and all that, but then when you go on stage to shoot Jason Sudeikis, you've got to be 16 times the distance and the height. As a result, you actually end up on very big stages having to upscale everything. Our light source in the kitchen would typically just be a little balance card, but now we have a 60-by-60-foot huge rig on stage and the camera's on a crane 120 feet away at 64 feet in the air. It's a drag.

The film was shot months apart because we shot the location in Omaha (in the kitchen) and then had to be on stage in Toronto. Basically, we shot in Los Angeles, the Mojave Desert, and in Omaha because Alexander always really wants to incorporate Nebraska somehow and insisted, although it's not a tax incentive state, that we shoot some key scenes there. Take the high school featured in the film, for example. That's the actual high school he went to as a student.

"Coming from low-budget moviemaking and not working up through a studio system enabled me to embrace natural light."

NFS: How’s that for a high school reunion!

Papamichael: That's important to him, especially on a movie like this where so much is fictitious or non-existent. He can root it and base it, especially in the first act, on real places and real people with real characters he understands. Once you establish that, you can take them into crazy environments and surreal situations.

Matt Damon talks down to a character in Alexander Payne's 'Downsizing.'

NFS: After making so many great films, is there any advice you’d impart for filmmakers starting out in their careers?

Papamichael: I came to the United States as a still photographer and then started shooting some shorts. My personal film school was just watching movies and developing a sense of composition. Composition is really important to me. Coming from low-budget moviemaking and not working up through a studio system enabled me to embrace natural light. We never had a lot of equipment and we never had a lot of lights. It's very much about laying out the location, finding the right time of day to shoot, and maneuvering through the day practically so that you can work quickly. If you can accomplish a scene in three hours with a certain amount of light, then you don't have to light it. If it takes you six hours, you actually have to prepare for losing the light. All of a sudden, that involves a lot of equipment and a lot of manpower. Alexander understands that too becomes he comes from a similar background.

The most important thing is to find people wanting to tell stories in a similar way as you do, who like the same kinds of movies as you do, and who have similar tastes as you do. You will have a lot of freedom to be creative and flexible. You won't be rigid.

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